SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - July 31, 2003
KENDLE INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
Ohio 000-23019 31-1274091
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
441 Vine Street, Suite 1200, Cincinnati, OH 45202
(Address of Principal Executive Offices)
(513) 381-5500
(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
------------- ---------------------------------------------------------
99.1 Earnings release issued by Kendle International Inc.
on July 31, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 31, 2003, Kendle International Inc. (the "Company") issued a press
release announcing the results of operations and financial condition for its
second quarter ended June 30, 2003, which is furnished as Exhibit 99.1 hereto
and incorporated herein by reference. In addition to announcing its results of
operations in accordance with generally accepted accounting principles (GAAP),
the Company's earnings release also discloses net loss for both the three and
six months then ended adjusted for employee severance and office consolidation
costs, an investment impairment charge and a gain on the partial early
extinguishment of debt. The 2002 results of operations presented in accordance
with GAAP are also adjusted to disclose net loss for the three months ended June
30, 2002 and net income for the six months ended June 30, 2002 adjusted for an
investment impairment charge recorded during the second quarter of 2002. The
Company's management believes that disclosing the Company's results using this
non-
GAAP financial measure is useful to investors because this non-GAAP financial
measure provides investors with a basis for comparing the Company's second
quarter 2003 results to its results in prior periods. In addition, the Company's
management believes that the use of net loss adjusted for the items discussed
above provides investors with information that is not otherwise available in,
and could not be derived from, the Company's financial statements due to
differences in tax effects between jurisdictions in which the charges were
incurred. Finally, net loss adjusted for the items discussed above is the basis
upon which management reports to the Company's Board of Directors and represents
the measure by which management believes is used by analysts and investors
following the Company.
During the Company's July 31, 2003 conference call to discuss the results
of operations and financial condition at and for the three months and six months
ended June 30, 2003, the Company also disclosed a revision to its previously
announced earnings guidance for the balance of 2003. This revision to previously
announced earnings guidance information was not included in the press release
referenced above and attached as an exhibit hereto. During the July 31, 2003
call it was announced that the revised net service revenues for the year 2003
are forecasted to be in the range of $148 million to $153 million compared to a
previously forecasted range of $166 million to $174 million. Revised earnings
per share for the third quarter is projected to be breakeven, and for the fourth
quarter projected to be in the range of $0.01 to $0.03 compared to a previously
forecasted range of $0.15 to $0.17 in the third quarter and $0.19 to $0.21 in
the fourth quarter, respectively. Forward-looking information is subject to the
same risks and uncertainties outlined in the Company's press release and
Securities and Exchange Commission filings.
The information under this caption, "Item 12 - Results of Operations and
Financial Condition" is being furnished in accordance with Securities and
Exchange Commission Release No. 33-8216. This information, including information
in any related exhibits, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Kendle International Inc.
Date: August 5, 2003 By: /s/ Karl Brenkert III
-----------------------------
Karl Brenkert III
Senior Vice President -
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
- -------------- ---------------------------------------------------------
99.1 Earnings release issued by Kendle International Inc.
on July 31, 2003